TURBO escapades and Adamantium Shields
by purplerobot
Summary: Feeling worn-out and unappreciated, Max Steel decides to head off to New York for a relaxing summer vacation. However, S.H.I.E.L.D has recently uncovered the truth about Copper Canyon's alien invasions and the Ultralink guardian of the city. Tech obsessed Avengers, crazy super villains, N-Tech, and paranoid S.H.I.E.LD. agents will leave our heroes saying "Next time, Disney World".
1. Prologue

Hi guys, this is the full summary for the story: Feeling worn-out and unappreciated by N-Tech, the city, and family, Max and Steel decide to head off to New York for a relaxing summer vacation. But dangers lurk around every corner in the city that never sleeps. S.H.I.E.L.D has recently uncovered the truth about Copper Canyon's alien invasions and the Ultralink guardian of the city. Meanwhile, the Avengers get wind about this secret and Tony Stark takes an interest in Ultralink technology. What if the wrong people heard about the mighty Turbo warrior and decided to turn our hero into a villain? It will be a classic game of cat-and-mouse for Max Steel when trying to avoid N-Tech, crazy supervillains, tech obsessed Avengers, and the full power of S.H.I. . *Sigh* Maybe they should have decided to go to Disney World.

I figured since Max Steel and the Avengers were both owned by Disney, it was time for them to do a crossover. Max and Steel would be cool in this universe. But sadly, I don't own Max Steel or the Avengers franchises (Everyone says this but it would be cool to own them). Everything is fanfiction and any OC's are my own creation and I do own. There is no slash in this fanfiction (Max/Sydney), (Tony/Pepper), (Molly/Ferrus romance maybe) =). Any feedback would be greatly appreciated and I would love to hear from you guys about your opinions on how the story should go. Thanks so much for taking the time to read this and enjoy the show.


	2. Midnight Schemes

Nighttime in a barren wasteland can either do one of two things; it can clearly show God's creation that should be appreciated or it can isolate a person to the point of complete solitude. The darkness can easily conceal a person's distress. Sounds of anger and frustration are absorbed by desert walls or heard by the unspoken creatures that prosper in the absence of light. The desert is a place few venture out to explore, but that was the reason Max Steel chose this location. No one could hear his irritation at his circumstances in the desert. He rested at the top of a brown stone cliff with one leg dangling off the edge. The only light available was emphasized by the full moon, but even the moon's ray were occasionally being blocked by storm clouds. This made it hard to see the young hero's black, white, and blue TURBO suit. Max stared off into the vast emptiness of the desert with his unmistakable blue eyes, trying in vain to find something that clearly wasn't in his life; Trust. After what seem like an eternity (like five minutes), an annoyed sigh cried out and something suddenly burst off Max's chest in a bright neon blue color. The light show gave way to Steel, Max's Ultralink partner with an exasperated eye looking at him.

"Well Max, we flew all the way out here. Either we're going to continue staring at the sky until we get rained on, or you can tell me what's bothering you." Max slightly chuckled and turned his head in order to give full attention to the Ultralink floating beside him. "Sorry Steel, I didn't mean to take so much of your precious time out here", Max said sarcastically. "I know you probably have something important to do like beating some poor kid at TURBO Warriors again." "Hey!", Steel loudly exclaimed. "TURBO Warriors is important to me. Besides, that guy in Tokyo had it coming last time and I know he'll be gunning for me soon." "Uh-huh", Max said amused. "Or better yet there's another episode of Hero-Man coming on you forgot to DVR it? That's why you're rushing to get out of here so soon." Growing annoyed by the second, Steel floated up closely to Max's and started to shake his face with his digits.

"Stop trying to distract me. Tell me what's bugging you Max. Fess up already. Come on. Spit it out!" As the young hero tried in vain to pull Steel off his new nesting perch, Max knew it was finally time to give up and explain everything. "Alright!", Max exclaimed reluctantly and removed Steel's digits from his face. "As long as you don't do that again Steel. It's really annoying." "Finally!", Steel yelled victorious and did a congratulatory loop in the air. Max smiled and moved his dark brown hair out of his eyes to focus on Steel again. He knew that while the Ultralink may seem irritated at him for taking him out here, Steel could always tell when something was bothering him. And the mettlesome floating bot wouldn't drop it unless he got Max to confess what was on his chest. It was a good quality. However, it was sometimes really tiresome. Max deeply sighed and layed down to properly look at the stars above. "What's really bothering me is all that's happened in the last couple of days."

Steel immediately froze mid-loop and looked over to Max with a sad look in his eye. "Oh, that", Steel whispered. The Ultralink floated over and fell down next to Max with more sorrow in his movements. "I'm sorry Max for what's happened. If I had known what Ferrus and your Mom had been hiding, I would have told you." "It's all right", Max said and closed his eyes. "You couldn't have known. Your memory core was damaged and everyone was so tight-lipped about it. N-Tech is tight-lipped about everything." Max and Steel knew that fact about N-Tech to be undoubtedly true. It seemed that the company's secrets had secrets [Took that line from the Avengers =)] and breaking the mysteries surrounding the company was impossible. N-Tech had proven time and time again how they would lie and keep things from the pair; about what Steel really was when he was brought back online, the evil Ultralinks trying to invade the planet for their master Makino, the TURBO Star, and finally the big secret that was just revealed a few days ago. How Max was part alien and that his Dad had been Steel's original partner. (In the episode The Legend of Ja' em Mk'rah)

"It just seems that every time we uncover a new half-truth about N-Tech, there's always another one to take its place. The invasion, what you really are, my Dad being from some planet called Takion. When are the lies gonna end? I'm sick of it.", Max exclaimed and clenched his fists in frustration.

"Not to mention how much work that's been on us for the last couple of weeks", Steel said. "The extra practice from N-Tech, your Mom waking us up extra early for chores, and all the schoolwork that needs to be done. I'm surprised we haven't burnt out from all the pressure." "I know what you mean," Max said. "But what's really bad is how they don't see how this all affects us. We're supposed to do it all without breaking a sweat. The truth is that I'm sinking under all this work." Max huffed in annoyance and got up on his feet to stretch. "The least they could do is to be honest with us. But, they refuse to. We're supposed to take orders and not question them. Like perfect little soldiers."(A movie line but I'm not sure where it's from)

Max looked up at Steel and motioned his head toward the sky. "C'mon Steel, we better head back to Copper Canyon. We don't want them to send out a search party for us." Steel nodded and positioned himself back into Max's chest. "Go, TURBO: Flight!", Max yelled in a shining flash of sapphire color. The brightly colored speck flew off the rocky plateau and started to fly toward the threatening storm clouds above. Max and Steel weaved their way around the thick fluffy mess of grayish fluff to finally break through to the clear midnight sky above. With another heavy sigh, Max turned in the direction of Copper Canyon and started to speed off to the metropolis.

"I just wish that we could go someplace where there aren't any more mysterious and half-truths to uncover. Somewhere we can finally get some down time." "I know Max", Steel said trying to support his best friend. "I wish we could go someplace too while things cooled down here. I wish….Hey, wait a second. That's it!" Max's suit instantly stopped mid-flight and Steel appeared with a mischievous glint in his eyes. "Hey Steel, what's going on?", Max exclaimed. I'm locked in this position." He turned his head over (the only thing he could move), looked at Steel, and immediately paled. Steel only made that face when he had something big planned. "Oh boy, I know i'm not gonna like this", Max muttered to himself. "Don't worry", Steel said with a dismissive flick of his digits. "I'm not planning anything crazy. I just think you and me deserve a little down time for once in our lives. To go someplace and have an actual vacation away from Ultralinks, schoolwork, and N-Tech." Cautious, but suddenly curious Max gave Steel his entire concentration. "I'm listening," Max replied.

"Okay," Steel said and then projected an indigo holographic view of the United States with the camera in his eye. "Like we talked about earlier, you and I have been working hard this year. We deserve some down time, especially since summer vacation is in a week and a half. Well, I think we should do something special for the summer". The outline of America then showed a blue Ultralink moving all over the map in a random fashion. "I think we should pick a spot in the great U.S. of A., pack our bags, and head out for the break." "Wait, what?!" Max yelled bewildered. "Steel, we can't just go off for a sudden vacation. Who's gonna protect Copper Canyon from the Ultralinks while we're gone?! Not to mention Dredd and whatever criminal that wants to get us."

"Relax", Steel said and then displayed clips from the last intense battle they had with the corrupt Ultralinks. Ships were being blasted to blackish ash by N-Tech jets and Max saw himself blast through the middle of the major alien vessel. This particular hit was special in that it did some real damage to Makino's army. When the outwardly invaders caught the sight of their command center craft being blown to kingdom come, the Ultralinks made a hasty retreat into the vast emptiness of space. "The last battle we had with them took a lot out of them. I think they'll be out of commission for a really long time. At least long enough for us to have a three month holiday. Dredd was affected in the battle too so we won't see him for a while either."

Max stared at Steel in complete disbelief and prepared to unfold a list of reasons why they couldn't go. How it was irresponsible, would leave the town unprotected, and what would happen should their enemies decide to attack early. But, as soon as the words came to his mouth, he couldn't release them. This idea sounded amazing and the idea of a break sounded too good to pass up. "See, you're not arguing with me Max. You know we need to do this. It'll be awesome."

Max sighed and felt his resolve slowly breaking. "Fine Steel, it is a good idea. But what would we do about N-Tech? They won't just let us run off into the sunset on our own, especially my Mom and Uncle Ferrus."

"See, that's the fun part", Steel explained cryptically. The Ultralink synched back into Max's chest and gave him access to the suit again. Max resumed his flight without interrupting Steel, but became cautious once again. "We just don't tell them we've left until after we're gone." "What?!", Max exclaimed. "Leave a note for your Mom at home and I'll send Ferrus an email telling them we need some time off. I'll also make a distress beacon they can send out to us. I can identify it if they do come across problems. See, we can run home at the first sign of trouble." "Steel, that's not taking a vacation", Max screamed frustrated. "That's called running away. My mom will flip and Uncle Ferrus will send all of N-Tech after us to bring us back."

"You're forgetting one of my main functions Max", Steel said smugly. "I can hide your TURBO energy from prying eyes. No one will be able to find us. Especially once we get out of the city. Makino's scanners only work on a couple hundred mile radius. N-Tech scanners are really similar. Once we're far enough away from the city, they won't even be able to trace us, even if we use our TURBO energy. We'll be perfectly fine." "Yeah, but I can't do that to my Mom", Max said stating a fact. "I don't want to stress her out worrying over us. She has enough on her plate as it is, especially after taking over T.H.I." Max unconsciously started to think about all the times he even got to hang out with his mother nowadays. Since Molly McGrath had taken over Trans Human Industries as their C.E.O, their time together had started to become spaced and in between. Many times the teen superhero came home and found their spacious apartment lonely and empty. There would usually be a note about how she had to work late and dinner would either be in the oven or money for takeout on the table. "Max", Steel said sympathetically. "Don't get me wrong. I really do like your Mom. I don't want her to worry. But it won't help her either if we get completely burnt out or can't help the city at all. We're already hanging by a thread here buddy. We can't go much longer without a break."

Once again, Max really couldn't think of anything good to say to rebut Steel's argument. He did feel utterly exhausted from everything. And every time he tried to explain that he was completely worn out to her or Uncle Ferrus, they were always too busy to hear him or Steel out. Maybe it was time to take initiative and state what they were too busy to see. "Besides," Steel continued, "Sydney's heading off to Music Camp for two months and Kirby's going to Comic Book conventions all summer. You'll have no one to hang out with. Well, except me of course." At the name of Sydney's name, Max immediately blushed and lowered his head embarrassed. He really liked Sydney and they had been going out for a while. He really enjoyed getting to know her (she plays bass guitar, how cool is that!) and was sad that she was going away for the summer. But, they promised to call, text, and Skype each other whenever they could. He knew Sydney kept her promises and he wasn't going to let her down either. Max continued to fly back to the city silently, but his mind was thinking about all the things Steel told him tonight. Perhaps it was time to make a decision and branch out on his own a little. He was sixteen after all.

At the familiar sight of the city's outline, Max knew that he had a decision to make and it was either now or never too decide. "Okay Steel", Max said hesitantly. "You win. We can take off for the summer." "Really? Really?! Yes! Whoo-hoo!", Steel exclaimed excitably and was already planning all sorts of things they could do this summer. Max laughed and was happy that he lifted Steel's spirits up. He even cheered himself up too from being upset earlier. Vacation has that effect on people. "Okay, then Max. Where should we go?", Steel said animatedly. "I'm so excited to finally see some of your world's landmarks and attractions." Max briefly reflected about this in his head and tried to think of a place that would be entertaining, fun for the both of them, and would be easy to hide in. As they finally landed on the apartment complex of Max's building, the idea finally came to him. Steel then appeared by Max's side and quickly switched him into his regular street clothes. "We'll go to New York", Max declared.

"New York? Yes, the Big Ol' Apple!", Steel exclaimed happily, but then paused to look at Max. "Wait, why New York?" "Lots of reasons Steel", Max stated. "I've always wanted to go there since I was a little kid. There are plenty of things to do in the city and it's far enough away from here that no one will know where we are. Not to mention it'll be easy to hide in a big crowd." "I don't know", Steel said uncertainty. "Besides", Max said with a smug smile. "The Avengers and all kinds of superheroes are in New York. We can check them out. Not to mention Avengers Tower." When 'Avengers' and 'Avengers Tower' was evidently implied, the adolescent hero knew Steel was sold about going to New York. The alien froze and looked at Max like the heavens had opened up and relentlessly rain down dollar bills for all the people of the world.

"The Avengers?!", Steel yelled. "Yes, the Avengers," Max said quickly, shushing the Ultralink. "Calm down Steel. You'll wake up the neighbors." "Sorry Max," Steel said more quietly. "But, it's the Avengers. They're the greatest superhero team on the planet. I've always wanted to see them in person. Or better yet, meet them!" "Well, now you get your chance Steel", Max said with a smile. The Turbo warrior put his fist up to Steel for a signature fist-bump. "You with me RO-BRO?"

"You know it TUR-BRO.", Steel said confidently and bumped his digit with Max's fist. Max and Steel quietly laughed and then headed in their apartment for a good night's rest. Each thinking their adventures as Max Steel would be curved and a nice relaxing trip awaited them. However, New York was truly where the adventure and real danger would begin.


	3. When Urban Legends Become Real

_**Hey guys, here's Chapter 2 for this story. Once again I do not own the Max Steel or the Avenger franchises. This is just fanfiction and any OC's I create are my own. Also, I wasn't really sure where Copper Canyon was located, but I read in another Max Steel fanfic that it was located in New Mexico. So, i'm gonna go with New Mexico. Hope everyone has a great weekend and enjoy the show.**_

The graveyard shift in the Helicarrier was seen to many agents as "Dead-Men's Hours". Men and women reviewing chucks of data on computer screens for hours on end with only the daylight to offer relief from these duties. Surprisingly, many of the natural disasters or sociopaths bent on world domination tended to operate in the daily hours. This meant that nightly tasks were usually delegated to S.H.I.E.L.D. operatives unfortunate enough to be assigned by their superiors. Every S.H.I.E.L.D. personnel have to periodically serve some time in this shift to even be considered for the higher risk missions that happened during the twilight hours. No one was excluded from this policy, no matter how inexperienced or skilled the operative was. One of the main rules that insomniac Director Fury was bound to play by. The commander watched from his vantage point all the employees working relentlessly around the clock, trying once again to refrain from rubbing his eye in frustration or fatigue. He scoped around the bridge to his own projected monitors, haunted from midnight exhaustion. Criminals of the world were starting to get bolder, smarter, which meant more hours like these currently spent protecting the world from the next devastation.

Nick Fury looked at fervent requests for aid in Peru for a lethal rock slide, a poisonous mist that suddenly appeared in the corners of China, and the usual conspiracy theorists trying to once again expose their organizations biggest secrets. Every problem approved for aid, investigation, or silenced by the usual threats or blackmail. He sighed and once again looked at his constant companion; a clock and its constant blinking. '4:05', he thought. 'Less than an hour to go. Perhaps I can finally get that nap in that I've been avoiding.' The Director opened his next report to be analyzed until a new screen suddenly popped up with a red light and the title "Emergency" labeled in menacing black. The Director's eye widened and he immediately took note that all his operatives had been shaken out of the same stupor to be replaced with frantic, business-like appearances.

As Fury was about to bark out his newest orders, his phone rang from his pocket and he bit back a harsh retort. "Status report Agent Coulson", Nick Fury demanded. "We're on a high-level of alert Commander. Our under-sea explorers just discovered something deep in the Pacific Ocean. Took the dive team five hours just to bring it back and dissected for analysis. Possible leads right now relate it back it a ship of alien origin." "God help us all", The Director sighed, remembering the Chitauri invasion a year and a half ago. "Is it of Chitauri origin?", Fury said abruptly. "Negative. Our scientists are already working on it and the technology is far more advanced than our last extraterrestrial invaders. A new alien species is highly likely at this point." Fury digested the information in his mind and quickly went over contingency plans. "I want you and Agent Hill to that base now. I'll be there in four hours. Need to tie up some loose ends and get things organized. Hold off all electronic frequencies until I say so. We don't want any surprise visits from unwanted guests. Fury, out". The Director of S.H.I.E.L.D hung up and took one last look from his post to the peaceful night sky outside the Helicarrier windows. 'So much for midnight hours', he thought and ordered the quickest jet to fly him to their sea base.

The ride to the S.H.I.E.L.D. outpost was uneventful. The pilot of the jet nervously prepared to land with jittery hands and graciously stumbled informing the Director of their final destination. Nick Fury briskly walked off the jet to be promptly greeted by Coulson and Hill in their usual fashions. After security clearances and one claustrophobic elevator ride two thousand feet below the ocean's surface later, Director Fury finally arrived at S.H.I.E.L.D.'s underwater outpost station. The base being classified as colossal was an understatement; the outpost could probably hold twenty five football courts or fifteen event stadiums. From the top level view of the underwater headquarters, one could see agents running to and fro like midday in crowded New York or an overcrowded Subway station. The Director and his operatives quickly went from floor to floor until the final level of the base was reached.

"How long has the alien craft been lodged beneath the sea floor?" Fury asked. "Not long. Our analysts believe it was under for about six months", Hill replied. "The ship was pretty wrecked from the inside out, but it can still be classified as pretty new." Another agent swiftly opened the massive doors to the examination bay and Fury had to internally stop from freezing by the sheer mass of the vessel.

The hue was a chilling blue-gray while what was left of the exterior was covered in jagged holes and dents. The surface was smooth, yet rough from the black glyphs covering the ship. While most of the mass focused on the top part of the ship, the head's top and sides were curved in a more diamond shape. The bottom was constructed in a similar form, with a more serpent-like tail for the end and deeply curved sides. It looked like an extraterrestrial craft that had seen better days. However, from the weapons obtained from the vessel weapon's vault, it wasn't here for a 'friendly' visit.

"What kind of technology are we dealing with here?", Director Fury questioned. "After investigating the craft, it appears to be something that we've seen before, but have just considered to be a myth or urban legend." Coulson instantly handed Fury a thick file with red tape around it and titled 'Urban Legend'. "Do you remember the supposed 'Ultralink' investigations?"

Director Fury raised an eyebrow and unconsciously reflected back to the details in his head about that report. He was a much younger man back then, and was approached by a frantic agent with a detailed account of a suspected alien invasion that happened in the far corner of New Mexico (Once again, I'm not sure where Copper Canyon is, but it makes sense it would be there.)The "attack" was apparently by a race of aliens known as "Ultralinks" who wanted to conquer Earth for their planet-controlling leader. After evaluating the situation, an extensive investigation was made and the report was soon classified as an "Urban Legend". There was no substantial proof of this implied alien invasion or what allegedly stopped the conquering menaces from reaching their goal. So, the Director dropped the case and moved on to more pressing concerns. As for the agent, he angrily protested the decision and chastised the Director for dismissing his claims. He was later ungraciously dismissed from the agency two months later for trying to steal S.H.I.E.L.D. resources in order to discover more about the invaders.

Humiliated and black-balled from all other spy agencies, the ex-operative mysteriously disappeared one day. S.H.I.E.L.D was never able to find out where he had disappeared to, so the entire findings of the case were sealed away and moved to the myths section of the Agency's headquarters. The apparent "Ultralink Invasion" was then recounted by S.H.I.E.L.D. agents humorously and told to new recruits in order to scare them into acting in a more professional manner. Even Nick Fury in the past had almost cracked a smirk remembering the nut case ex-agent trying to tell him how he was supposed to run his organization. But now, there were no laughs, smiles, or tales of supposed legends.

Nick Fury was mad. No, scratch that. He was furious. And a furious Nick Fury was truly something to be terrified about. Nick Fury closed his eye, counted to ten, glanced at the craft once more, and then quickly left the room in a heated blur. Coulson and Hill immediately trailed behind one angry S.H.I.E.L.D. Director and silently looked to each other in silent confirmation. They followed him into his private office in the base and watched as he sat down and dumped the contents of the file on his metallic desk with vengeance. "Coulson," Fury said with a hiss and looked to the Agent with fire in his eyes. Coulson gave his full attention to the Director and tried not to show his hand from slightly shaking. "Contact the Avengers. Pull Widow and Hawkeye from their mission in Quebec and get them to headquarters **NOW**. I don't care how you do it or what back channels you have to go through, but every Avenger needs to be at the Helicarrier A.S.A.P." Agent Coulson nodded in confirmation and quickly sped walked from the luxurious office. "Agent Hill, I'm giving you the mission of tracking the Ex-Agent who investigated this report down and also bringing him to headquarters. We need all the information we can get, and the only person who had precise experience went missing twenty years ago. Once Coulson is done bringing all the Avengers back to headquarters, he'll help you locate him. But we need him found. Sooner, rather than later." "Yes, sir," Agent Hill replied, and left the room with a speed to rival that of Coulson. There was a new mystery to solve. And mysteries were always uncovered by S.H.I.E.L.D., one way or another. Especially when one Nick Fury hated mysteries.


	4. School Days

_Hey guys, thank you for bring so patient with this. I haven't been writing consistently but I'll try to update on a regular basis. I appreciate you guys reading this and I hope you like it. Once again, this is fanfiction. I do not own Max Steel or the Avengers. Hope you have a great rest of the weekend and enjoy the show. __

To many educators at Copper Canyon High School, Max McGrath would be considered a very patient and well-mannered student. A quick glance over Maxwell would have an observer rethink this opinion and classify him as another lazy slacker floating along with the other teenage goof-offs. Yet to the educators who knew him, a more fitting definition would be "a diamond in the rough". (I love Aladdin…) Sure, sometimes he would forget to turn in assignments (due to battling low-life criminals into the twilight hours), would miss an important pop quiz, or occasionally fall asleep in class mid-lecture. By those accounts, he would be considered a negligent adolescent. However, what separated Max McGrath from the usual herd of high-school 'sheep' was his unusual determination. When homework or pop quizzes were missed, he consistently spent extra time afterschool catching up on assignments. If he snoozed off for an early afternoon nap and was rudely awakened by a reprimand for it in front of his peers, he would always appear the next day with a written apology to the teacher involved. And when finals were suddenly upon hysteric students, he would always buckle down to give all his energy into completing his tests.

Dr. Thornhill slightly smirked over to Max who had finally finished his exam (last to finish as usual) and was walking over to him at a brisk pace. He quickly looked over the exam, wrote a few notes in random locations, and then handed the paper over to the eagerly awaiting student. "Congratulations McGrath", Dr. Thornhill proclaimed. "It looks like you won't be spending your vacation in summer school with Butch and the rest of his slackers after all." "Really?!", Max exclaimed with a growing smile on his face. "Really, really", Dr. Thornhill replied. "Now get out of here." He gestured to the door and then looked over at Max with a calculating eye. "I don't want to see any form or shape of you for three months. Three months McGrath. You can at least do me that much for all the pain you've put me through."

"Right…" Max drawled out and then started quickly walking out of the empty science room. "Sorry for the quote on quote 'pain and suffering'". He grabbed his backpack, walked to the exit, and waved goodbye as he closed the door. Dr. Thornhill finally allowed himself to fully smile at that and then head to the teacher's lounge for a much needed cup of coffee. Yes, he wished more students were like McGrath. They were the ones who made teaching worthwhile.

Max allowed his feet to move of their own accord while he quickly glanced over the notes Dr. Thornhill had undoubtedly given him. While the teacher was a bit stricter than the rest of the instructors at the high school, Max did enjoy their little banter back and forth. When he was a good distance away from the science wing, he quickly opened his backpack from his shoulder and allowed a barely contained Steel out. "Finally, I thought you were gonna take till the end of the summer Max". "Sorry Steel", Max said. "I really wanted to make sure everything was right on the test. Thanks for waiting though."

"No problemo" Steel exclaimed and floated a little ahead of them. "You forgot number seven though. We went over that last night. And you could have written a little bit more for your short essay." Max graciously snorted at the Ultralink's criticism and quickly turned the corner to find his locker. "Hey, as long as it keeps me from Butch and his cronies all summer, I'm happy." Max did a little spin around and started dancing at his solid B plus in a victory dance. Steel would have smiled at him (if the Ultralink could smile) and celebrated with him as well if he didn't hear footsteps promptly walking down the hall. He quickly flew back into Max's backpack as a familiar blonde and black hatted student walked over to the still slightly twerking McGrath.

When Sydney Gardner and Kirby Kowalski found their still dancing classmate around the corner, they looked at each other in a silent agreement for blackmail at a later date, waited five seconds, and then immediately started laughing. Their laughter instantly alerted Max of his surprise visitors. His cheeks then blushed a tomato shape of red. "K-Kirby, Sydney!", Max exclaimed. "What are you guys still doing here?" However, Max didn't get a response. Kirby and Sydney had fallen on the ground and had taken to rolling on the floor in silent giggles. Max quickly looked around for Steel, afraid his friends might have found his none-alerting Ultralink. When he saw his backpack and the familiar glow of Steel eye peeking out of it, he relaxed, smiled, and reluctantly helped his two best friends off the floor. "Okay, okay, you had your fun", Max said still slightly blushing. "Knock it off."

"Sorry Max", Sydney replied and had taken to blushing as well. "We should expect this from you at some point or another, but it's still a surprise when you do stuff like this." "Totally", Kirby exclaimed. "Especially when you think no one is watching." Max rolled his eyes, grabbed his backpack from the floor, and started walking to the exit with his friends beside him. "Well, I thought you guys had already left for the summer. We had that big good-bye party a few nights ago. Sorry I was a little late though" "You were more than a 'little late' Max.", Sydney quipped back and linked her arm in with Max's. "You were two hours late." Max's blush instantly went a bit redder on Sydney's gesture and he looked back on that night with slight guilt. He had really tried to make it to the party on time, but a robbery at a bank turned into a hostage situation and they needed someone who was invulnerable to bullets to lead the robbers away. When Max had finally gotten away from the crime scene, the party was already leading to a close. He had to give a lame excuse to Sydney about his cousin needing a transplant or something along those lines. "We are about to leave dude", Kirby said. "Our parents are outside. We just wanted to say goodbye to you in person before we left."

"Thanks guys", Max exclaimed and opened the doors of the school to face the setting summer sun. Two cars horns immediately honked on their arrival and Max knew it was time to say goodbye. "Later dude", Kirby said. He quickly hugged his two best friends and then headed for his parent's car. "Bye Max", Sydney said rather reluctantly and hugged her boyfriend tightly. Max returned the embrace and then quickly kissed Sydney on the cheek. "Bye Sydney", Max replied and then gestured to her still honking ride. "I'll call you next week." Sydney instantly blushed (as if her face could get any redder), and started slowly walking to her ride. However, she paused half way there, turned around, and ran back into the embrace of her boyfriend's arms. Max slightly stumbled from the sigh of affection, but he wasn't prepared for when Sydney suddenly kissed him on the lips. When she pulled away, Max looked at her with two blue wide eyed saucers and his mouth hanging slightly open. "You better McGrath", Sydney said and then finally headed to her parent's car. Max silently watched as his two best friends drove away in frozen silence.

"Smooth Romeo", Steel said, sighing after the two cars were out of sight. He then unzipped the backpack slightly and hit Max with a tiny Turbo blast to knock him out of his shock. "Ow!," Max finally exclaimed and then quickly zipped the backpack back in annoyance. "Well I had to do something Max. You were standing there like a statue." Max shook his head and then looked in the direction his friends had taken. He was really going to miss them this summer, and he hoped they would have as much fun as he was going to with Steel. Max sadly walked over to his truck, jumped into the driver's seat and put the keys into the ignition to start the lonely ride home. However, Steel quickly jumped out of his backpack and looked to Max with a serious look in his eyes. "I just got a message from Ferrus. There's an emergency on 3rd and Main Street. He wants us to handle it."

"Well, back to the daily grind", Max exclaimed and then quickly sped off in that direction. If he knew exactly what would happen on 3rd and Main Street that day, he wouldn't have taken the mission from Ferrus. But, our hero had no idea what was in store for him.


	5. Donut Office Meetings

**_Hey guys, thank you for being so patient with this. I have some really good chapters coming up and I know where I want to take this story, it just needs a little time. But thank you for taking the time to read this. Once again, this is fanfiction. I do not own Max Steel or the Avengers. Enjoy the show._**

Finding all the Avengers and bringing them back to Headquarters was simpler than Coulson thought it would be. Tony Stark had taken a break with his longtime girlfriend Pepper Potts to the beautiful country of Venice, Italy. When the Agent suddenly appeared on a gondola to interrupt their outside afternoon lunch, Tony groaned loudly and Pepper gave him an encouraging kiss goodbye. Steve Rodgers had decided to take a little vacation of his own as well. He had flown to Chicago and decided to take pictures of all the historic structures he could find. Banner had suggested taking up a hobby to reduce stress, so he was now trying to take pictures of every American historical landmark He had then gone to Wrigley field for a break to watch the Cubs and enjoy a little normalcy. When Coulson showed up, he politely asked if they could finish the game, which the Spy agreed to since he would be able to hang out with the Captain for the next two hours.

Bruce and Thor had just been relaxing at Avengers tower when Coulson called them and asked if they would go to Headquarters. The Asgardian Prince was getting a computer lesson from Bruce. Thor wanted to talk to Jane Foster more often, and Skype seemed like a simple thing to set up. But then Thor had all these questions about what sorcery had trapped Jane into the small box and did he need to free her from her electronic prison. Bruce was rubbing his temple at the end of the conversation and was greatly relieved when Coulson had called them. Romanoff and Barton were by far the most difficult ones to find. They had received their new orders to return to base, but then Clint tried to stall their transport so they could quickly finish the mission. When the slightly annoyed Coulson landed in Quebec, he found Widow and Hawkeye smirking in victory at a job well done. Slightly annoyed turned into mildly annoyed and Coulson had to keep himself from trying to strangle Clint in frustration. When all the Avengers had finally been gathered in one of the many accommodating office rooms, Fury arrived and looked each of them in the eye before sighing. Bruce and Thor had stopped at one of the popular Donut places in New York before coming, so all the Avengers were enjoying a late breakfast.

"We have another crisis on our hands people. About twelve hundred hours ago our deep sea explorers from the Pacific discovered an alien space craft of unknown origin on the deep sea floor." Fury showed a projected view of the craft in question and looked at all the Avengers, gauging their reaction. Clint and Thor looked about ready to break something, while Widow remained cool but had her fingers slightly tapping her pistol. Rodgers was a lot like Natasha, except you could now notice his leg slightly shaking. Banner started choking on his coffee and Tony started patting his back to help him swallow the decent black liquid. Tony tried to smile and say something sarcastic, but then couldn't and decided to keep quiet for now. "How long has it been there?", Natasha inquired. "Not long. Our analysts have determined it's been under for about six months. It doesn't fit with the last designs of the Chitauri space crafts, so they have been ruled out as a likely culprit."

At this, most of the Avengers visibly relaxed, still remembering their last alien encounter. However, the cautious look in their eyes was still there. "Do we know who the alien ship belongs to at this point?", Captain America asked cautiously. "We do", the Director replied. "They were considered an urban legend until now, but the alien ship corresponds to some pieces of technology we have seen in the past. Facts are now leading to a group of hostile alien species known as Ultralinks." "The Ultralinks?!", Clint said incredulously. "But they're just a myth. We tell them to younger recruits to get them in line." "Like a space age Boogieman?" Tony asked with a small smile. "I am not familiar with this 'Boogieman' you speak of," Thor said while continuing to enjoy his pink-colored donuts. "However, we have similar practices on Asgard. When Loki and I were little children, our mother Frigga insisted we listen to all of our tutors and complete our lessons or a horrible fire breathing goblin would come to devour us at night."

At this all the Avengers started laughing, thinking Thor would have taken on that challenge head on, and the Asgardian Prince smiled sheepishly. "Well these 'Boogiemen' mean business", Director Fury said, trying to get the meeting back on track. "We uncovered massive amounts of weapons and advanced technology inside that craft." Fury then showed all the extraterrestrial firearms they uncovered on the projector. When they were halfway through the little presentation, Tony had a twinkle in his eyes and asked the director to stop. "I've never seen anything quite like it", Tony said amazed. "The tech. is way more sophisticated then what we have now and the air crafts shouldn't be able to fly at all. The wings look like they can't even support the rest of the mass. I wonder what it's made out of…" All the occupants inwardly groaned at that, while Tony was always making plans with Jarvis to study the pictures and make models of the design. It took a lot to impress Tony Stark. The man was ahead of his time, with the best engineers and programmers in the world. But when he found something that rivaled his own technology, he would stop at nothing to figure out who made it and offer them a job. And with their luck, by the time they found the Ultralinks he would be presenting them with a big job offer.

"Well no matter what it's made of, we need to figure out what we're dealing with", Fury said exasperated. "In addition to what I've told you already, we have another mystery. Something or someone completely destroyed this ship from the inside out, and I want to know who or what it is. If the Ultralinks have enemies, we need to get in touch with the unknown combatant to determine who the bigger threat is." Fury nodded his head and an Agent in the room turned off the projector and turned on the lights. "Widow, I want you and Barton on the next flight to New Mexico. The original attacks originated in that state in a city called Copper Canyon. Investigate, but don't draw any attention to yourselves. This is a recon mission only. The rest of you need to start studying the Tech we have and start to figure out contingencies plans. I don't want another invasion on my hands." The Avengers nodded in confirmation and the Director left the room in a quick blur, probably trying to stop something else from going wrong.

The Avengers all started to leave the room, but they all had one thought on their minds: This time, they would be ready for any invasion, no matter what.

 ** _I'm sorry it wasn't as long as it usually is, but don't worry. Next chapter will be longer and I can guarantee some drama is gonna go down when we check back on Max and Steel. Thanks so much and leave a review. I would love to hear your opinions on how the story should go._**


	6. Beware the Beast of the Night

_**Hey guys, thank you so much for all the reviews that you have been leaving. I'll try to respond to as many as I can, but school is starting up soon. I'm going to try to write on a continual basics though. As promised, some drama is gonna go down and Max Steel will have his hands full. And some of the inspiration for this chapter came from a website with**_ ** _a page called " 10 Most Dangerous Animals who are now Completely Extinct" (This should give you a guess on who the villain is in this chapter)_** _ **You'll know where the reference is when you see it. And finally, this is fanfiction. I do not own Max Steel or the Avengers. Enjoy the show.**_

Max usually loved driving his TURBO racer through the back alleys and empty streets of Copper Canyon. His modified truck could easily run on any surface, which made for fun competitions when Steel wanted to race him in the desert: Steel driving the TURBO cycle and Max driving the racer. However, in this circumstance, it slowed them both down. While his truck could go speeds up to two hundred miles an hour and could stick to walls like Spider-Man, it was terrible in traffic. Which was weird in itself seeing as a Wednesday night in the city usually didn't have that much traffic. Max felt once again a side prick of irritation as another car merged into his lane, keeping him from his goal. He really wanted to just drive his car up the sides of the buildings around, but one of his previous battles in the city had left some of the major buildings in need of foundation construction. It wouldn't be safe for him, Steel, or the people inside the buildings if a three-ton vehicle decided to drive itself up the sides of the establishments. But oh, how badly he wanted to.

"We should have called the TURBO cycle", Steel said sighing as another lane of traffic came into view from a corner. "We didn't have any time," Max said. "You said it was an emergency and we had to step on it. Plus, you're always complaining about how I drive it." "Well, that's not my fault Max", Steel complained. "Some of us have the ability to drive motorcycles. And some of us just can't." Max allowed himself to slightly chuckle at that and then merged into another lane that was going faster. When he finally turned another corner he breathed a sigh of relief. 3rd and Main had finally come into view, with police cars blocking the street on both sides.

Max turned the TURBO racer into the empty back alleyway of 3rd and Main, turned his car invisible using stealth mode, and climbed out with his TURBO suit and helmet completely on, hiding his identity. "Ok, Steel. What's the emergency?" Usually, his Uncle Ferrus would only send Max and Steel in when a crisis couldn't be solved by the city's police force. "It's Extroyer again", Steel replied and then showed a holographic image of the animal obsessed super villain. "This time he's trying to break into the city's animal habitat. The building's under construction right now as well, but they received a new showcase for their re-opening next month. It's supposed to display the DNA of a Deinosuchus, basically an ancient crocodile that lived in the Cretaceous period."

"A crocodile can't be that bad", Max said, but then paused when Steel showed a picture of the prehistoric beast. The crocodile was huge, and was literally eating another dinosaur that got in its way. (There is actually a picture of this in the article mentioned above) "Okay so it can be bad". "These things were huge back in the day", Steel exclaimed fascinated. "They could grow up to thirty-nine feet. And its teeth were so sharp that…" "Okay Steel," Max replied, trying to shush the Ultralink. "I don't want to have nightmares about that tonight." Steel shrugged and then fused back into Max's chest. The duo then headed to the back entrance of the exhibit and used some TURBO energy to break open the door. "The DNA is fortunately under a high-clearance security vault", Steel said. "I think Extroyer will have some trouble getting into it. But we need to stop him before he manages to break the code."

"Then we need to use the element of surprise", Max said. "Go TURBO: Stealth", he whispered and a blue flash suddenly consumed him. His TURBO suit was now invisible to the naked eye and he walked into the exhibit in a quiet haste.

The animal exhibit comprised of a massive dome structure. The top of the dome was made of clear glass with silver metal beams to support the ceiling. A huge hole could be seen in the far off corner of the exhibit. One of Max's TURBO blasts was too strong and had caused a huge hole in the ceiling. Thankfully, no one was hurt and construction crews were starting to repair it. Max could see a ten-ton crane inside the hole from his view of the building, carrying a bundle of metal support beams. Brightly colored flyers showed where which animal was located. In the different sectors of the "inside zoo", there were the usual lions, tigers, and bears [oh my =) ]. Interestingly enough, they also had some animals that regular animal exhibits didn't have. Max Steel passed by a munching Panda when he suddenly heard yelling and "Imbeciles!" in a low-computerized growl. Max Steel hid behind one of the open walls before looking up and seeing Extroyer tackle one of his minions to the ground in his tiger form. "We have minutes before N-Tech gets here", Extroyer snarled. "Even less time before that mettlesome _Max Steel_ arrives. And you two are acting like idiots. Shape up, or I'll feed you to the Lion we passed on the way here!" Max slightly smiled under his mask and then murmured "TURBO: Speed" to Steel.

Extroyer saw a flash of light, and then noticed when his two flunkies suddenly disappeared. He growled threateningly and then used his sense of smell to perceive the disturbance in the air. "Looking for something Extroyer?", he heard, and then quickly turned around. His growl only deepened as he caught sight of Max Steel and his underlings nowhere in sight. "Oh don't worry you over-grown kitten, you're little flunkies are fine. They're waiting for you in the police van. I just wanted this to be a fair fight." "Fair for you Max Steel", Extroyer hissed and then transformed into his Spider form (I hate Spiders). "We'll then, so be it." Extroyer lunged at the energy-filled superhero, but Max used his super speed to run out of range. Irritated, Extroyer fired a strong web that attached itself to the young hero's back. He pulled and a small scream of surprise could be heard as Max was roughly yanked back. When Max Steel was back in range, Extroyer fired multiple webs at the warrior's limbs, pinning him to the floor. The villain started trying to impale Max with one of his many strong legs, but Max was quicker and was able to dodge. Steel, having enough of the madman, broke off of Max's chest and fired a strong burst of TURBO energy into Extroyer's eyes. The criminal screeched in shock and backed off immediately. Steel then quickly cut loose the web connecting his partner to the ground and then merged back into the superhero hearing the words "Go TURBO: Flight!". Extroyer had enough time to clear his eyes when suddenly he was tackled head on and thrown a hundred feet in the air. He landed with a hard thud, and saw Max Steel suspended in the air with the moon in the distance. "Ready to give up", Max said confidently. He took Steel off his chest and then prepared to fire a barrage of TURBO blasts.

Extroyer paused for a second, knowing his options were running out. He scrambled to think of a way out of his current predicament and then caught the sight of the construction crane in his peripheral vision. He suddenly started to laugh in a low chuckle and stated "Not just yet." Extroyer started to run toward the crane, with Max Steel firing blast after blast upon the villain. He got in front of it and then smirked at the unsuspecting hero. "You know" he stated, "after this, maybe I should go see that pretty woman over at the T.H.I. building. I'm sure she would love to see me again and we could have a nice 'talk'. I bet you would like that, wouldn't you Max Steel?" His smirk only deepened when the superhero let out a feral scream and fired a huge blast of TURBO energy at the villain. While the criminal didn't know the relationship surrounding the C.E.O. of Trans Human Industries and Max Steel, he knew the young hero had a soft spot for the woman. Extroyer dodged and the blast hit an unintended target; the foundation that crane sat upon.

"Oh no!", Max and Steel cried as the crane started to wobble from side to side. It wasn't moving as much as Extroyer wanted it to, so the villain jumped and then pushed the crane farther into a low level of descent. It smashed straight through the outer wall of the exhibit and a loud deafening crash could be heard as the top of the crane and its contents hit the building adjacent to it!

"Oh yes Max Steel", Extroyer rumbled happily. "It seems you have a choice to make: either _try_ to capture me or save the innocent people inside and around the building you just doomed. Like they say, sometimes the heroes make the toughest choices." Max wasted no time and quickly sped off to help whoever had been unfortunate to be in the now collapsing building. Extroyer, taking his sudden chance to escape, quickly shot a web into the now expanded hole in the roof and hoisted himself out. While he wasn't able to get the DNA he was able to get away without any fuss. And he gave a sudden reason for Max Steel's popularity to suddenly go down. It was a win-win situation.

Max quickly flew through the hole in the animal exhibit and looked to the side, seeing the now destroyed building ablaze. The crane had likely hit a few line around the building and the police outside could be seen coughing or trying to get pedestrians away from the scene. He heard the sounds of the ambulance and fire department in the distance, but knew they were still too far off. "There shouldn't be anyone in the building next to us Max", Steel said reassuringly and then quickly started scanning the toppled structure just in case. "It's a dance studio and they closed about an hour ago. The police didn't see anyone else in the building so they determined it didn't need to be evacuated. But let me just make sure." Max nodded slightly and started examining the street, seeing if people needed any help. Worry started to crawl deep inside of him as screams could be heard and sirens started to get louder.

"Hold on," Steel said pausing and then looked to Max with dread in his eyes. "I see a life sign in the building. There's still someone in there!" Max felt his stomach drop at the news and Steel quickly scrambled to fit back into the TURBO suit. He quickly prayed that the person in it wasn't too badly hurt and then flew into one of the many holes in the collapsing building. The dance studio was massive with three different floors for a reception area, practice rooms, and a performance hall. However, Max couldn't tell what anything was anymore. The ceiling had crushed the third floor, causing the level below it to buckle in pressure under the weight. Most of the insides seem composed of wood, making the fire spread at a greater rate. Metal dancing bars could be seen in the opening of one room and the entrance to the performance hall showed the audience chairs in a burning red inferno.

Max Steel flew through a wide enough opening to get to the ground floor, and then paused when he heard a small whimper. He followed the sound and then saw a small body on the floor, pinned by one of the metal beams. "Don't worry", he said, trying to be comforting. "I'm gonna get you out of here." Max reminded himself that he had to stay strong. Otherwise he could make the small girl (he could make out the figure now) start to panic. He knelled over her, gently pulled her head back to look for injuries and gasped in disbelief. "No", he muttered as his hand started to shake. He snatched his hand back like the fire from the building had burned it. "Not her. Anyone but her!…"

 _ **Dum, dum, dum! [I'm just the worst, aren't I] =)**_

 _ **Now you guys have a mystery. Who is this mysterious girl? How does Max know her? And why does he feel like the situation just got worse? This is gonna be a two-parter. Hopefully i'll have the next chapter up by the end of the week. Leave a review. =)**_


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